Our MOBILIZE Boston Study (MBS) research supports our thesis that chronic pain in older persons directly contributes to an unexplained increase in risk for falls. Our results show that chronic multisite pain, reported by 40% of MBS participants at baseline, is independently associated with an increased rate of falls during the 18 month follow-up compared to those without pain. The results show that the role of pain as a contributor to falls is independent of balance, strength, and mobility limitations such as slow gait. Based on accumulating evidence ofthe role of cognition in mobility in older adults coupled with research showing brain and cognitive changes with chronic pain, we propose a new mode! of a cognitively-mediated pathway whereby pain and associated changes in the brain contribute to reduced attentional capacity and dual task mobility limitations and subsequently to falls in older adults. This new ROI project, the next step following the conclusion ofthe NlA-funded Research Nursing Home Program Project, known as the MOBILIZE Boston Study (MBS), will study an estimated 500 continuing members of our population-based cohort of older persons living in the Boston area. Our specific aims are: 1) to investigate whether chronic pain contributes to poorer performance in tests of attention in the older population of the MBS; 2) to investigate whether chronic pain is associated with gait alterations measured in single and dual task gait tests involving cognitive challenges; 3) to investigate whether the relationship between chronic pain and falls is influenced by attention and performance on dual task gait tests; and 4) to conduct a pilot investigation of regional brain structure and volume measured by MRI in 50 older adults who have multisite pain compared to 50 older persons who have no pain, randomly selected from the MOBILIZE Boston cohort. For the aims, we will perform multivariable analyses using linear regression and negative binomial modeling. The long-term goal ofthe research is to develop clinical and research targets for new interventions to reduce risk of falls among older adults with chronic pain, and ultimately to improve clinical and rehabilitative care.